ex10-8.htm


    
      

    



    Subscription
Agreement

    and

    Accredited
Investor Questionnaire

    


    


    THESES SECURITIES HAVE NOT
BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE LAWS OF
ANY STATE, AND ARE BEING ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION
PERTAINING TO SUCH SECURITIES AND PURSUANT TO A REPRESENTATION BY THE SECURITY
HOLDER NAMED HEREON THAT SAID SECURITIES HAVE BEEN ACQUIRED FOR PURPOSES OF
INVESTMENT AND NOT FOR PURPOSES OF DISTRIBUTION.  THESE SECURITIES MAY
NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
REGISTRATION, OR THE AVAILABILITY OF AN EXEMPTION FROM SUCH
REGISTRATION.  FURTHERMORE, NO OFFER, SALE, TRANSFER, PLEDGE OR
HYPOTHECATION IS TO TAKE PLACE WITHOUT THE PRIOR WRITTEN APPROVAL OF COUNSEL TO
THE COMPANY.  THE STOCK TRANSFER AGENT HAS BEEN ORDERED TO EFFECTUATE
TRANSFERS ONLY IN ACCORDANCE WITH THE ABOVE INSTRUCTIONS.

    


    


    PRIVATE SHARE
ISSUE

    


    


    
      	
               
      

            	
              To:
      DAIS
      ANALYTIC CORPORATION. (hereinafter referred to as the“Company”), with an
      address for notice and delivery located at 11552 Prosperous Drive, Odessa,
      Florida 33556.

            


    

    


    The Company is offering, on a private
placement basis, common shares of its own issue (each being a “Share”) to eligible investors
(each such an investor who subscribes to this issue by this document is
hereinafter referred to as the “Subscriber”) at a
subscription price of Fifty-Five Cents (U.S. $.55) per Share.  The
Company offers, and the Subscriber accepts, the Shares on the terms and
conditions as set forth in this subscription agreement (the “Agreement”).

    


    


    Article
1

    SUBSCRIPTION FOR
SHARES

    


    


    1.1                      Subscription
for Shares.   Based upon the hereinafter terms,
conditions, representations, warranties and covenants given by each party to the
other, the Subscriber hereto hereby irrevocably subscribes for and agrees to
purchase _________________________________(_______)Shares
of the Company, at a subscription price of Fifty-Five Cents (U.S. $0.55) per
Share, for aggregate consideration of _________________(U.S.$__________________) (the “Subscription
Price”).

     

    1.2                     Acceptance
of Subscription.  The Company, upon acceptance by its Board of
Directors (the “Board”)
of all or part of this subscription Agreement, agrees to issue the accepted
number of Shares, as fully paid and non-assessable, and as consideration for the
Subscriber’s subscription, and to refund any excess subscription monies of the
Subscription Price of any non-accepted portion of this subscription Agreement by
the Board.


    
      
         


      

      
        Page 1 of
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    1.3                      Subscriber’s
eligibility for subscription.   The Subscriber
acknowledges that the Subscriber is purchasing the Shares on a private basis and
is either:

    


    


    
      	
               
      

            	
              (a)

            	
              an
      eligible investor under the Subscriber’s domicile laws;
  or

            


    

    


    


    
      	
               
      

            	
              (b)

            	
              is
      subscribing for a value in Shares constituting an exempt investment under
      the laws of the Subscriber’s domicile;
or

            


    

    


    


    
      	
               
      

            	
              (c)

            	
              is
      subscribing pursuant to a qualifying offering memorandum and the terms
      thereof; or

            


    

    


    


    
      	
               
      

            	
              (d)

            	
              is
      otherwise an eligible investor under the laws of the Subscriber’s domicile
      by virtue of the Subscriber’s wealth, income and investment knowledge and
      capacity.

            


    

    


    


    1.4                      Risks of
subscription.   The Subscriber acknowledges that no party
independent of the Company has made or will make any opinion or representations
on the merits or risks of an investment in any of the Shares unless sought out
by the Subscriber; which the Subscriber is encouraged to do.

    


    


    Article
2

    UNITED STATES ACCREDITED
INVESTOR DECLARATIONS

    


    


    2.1                      Subscriber’s
Declarations as an “Accredited Investor”.   The
undersigned Subscriber warrants and certifies that the Subscriber is an
“Accredited Investor”, as that term is defined in Regulation D promulgated
under the United States Securities Act of 1933, as
amended (the “U.S.
Act”), by virtue of the Subscriber’s qualification under one or more of
the following categories {please check the appropriate box or boxes where
applicable}:

    


    


               o     The Subscriber is a
natural person whose individual net worth, or joint net worth with that person’s
spouse, exceeds U.S. $1,000,000.

    


    


                o    The Subscriber is a
natural person who had an individual income in excess of U.S. $200,000 in each
of the two most recent years or joint income with the Subscriber’s spouse in
excess of U.S. $300,000 in each of those years and has a reasonable expectation
of reaching the same income level in the current year.

    


    


                o    The Subscriber is a
corporation, organization described in section 501(c)(3) of the United States
Internal Revenue Code,
Massachusetts, or similar business trust or partnership, not formed for the
specific purpose of acquiring the Shares, with total assets in excess of U.S.
$5,000,000.


    
      
         


      

      
        Page 2 of
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                o    The Subscriber is a
trust, with total assets in excess of U.S. $5,000,000, not formed for the
specific purpose of acquiring the Shares, whose purchase is directed by a
sophisticated person.

    


    


                o    The Subscriber is a
director or executive officer of the Company.

    


    


                o    The Subscriber is a
“private business development company” as that term is defined in section
202(a)(22) of the United States Investment Advisers Act of
1940.

    


    


                o    The Subscriber is
either: (a) a “bank” as defined in section 3(a)(2) of the U.S. Act, or a
“savings and loan association or other institution” as defined in section
3(a)(5)(A) of the U.S. Act, whether acting in its individual or fiduciary
capacity; or (b) a broker or dealer registered pursuant to section 15 of the
United States Securities
Exchange Act of 1934; or (c) an “insurance company” as defined in section
2(13) of the U.S. Act; or (d) an investment company registered under the United
States Investment Company Act
of 1940 or a “business development company” as defined in section
2(a)(48) of the United States Investment Company Act of
1940; or (e) a small business investment company licensed by the United
States “Small Business Administration” under either of subsections 301(c) or (d)
of the United States Small
Business Investment Act of 1958; or (f) a plan established and maintained
by a state, its political subdivisions, or any agency or instrumentality of a
state or its political subdivisions, for the benefit of its employees, if such
plan has total assets in excess of U.S. $5,000,000; or (g) an employee benefit
plan within the meaning of the United States Employee Retirement Income Security
Act of 1974, if the investment decision is made by a plan fiduciary as
defined in section 3(21) of the United States Employee Retirement Income Security
Act of 1974 which is either a bank, savings and loan association,
insurance company or registered investment adviser, or if the employee benefit
plan has total assets in excess of U.S. $5,000,000 or, if a self-directed plan,
with investment decisions made solely by persons that are accredited
investors.

    


    


                o    The Subscriber is an
entity in which all of the equity owners are accredited investors under one or
more of the categories set forth hereinabove.

    


    


    Article
3

    RESTRICTED SECURITIES AND
DISPOSITION UNDER “RULE
144”

    


    


    3.1                      No
registration.   The Subscriber acknowledges and
understands that neither the sale of the Shares which the Subscriber is
acquiring nor any of the Shares themselves have been registered under the U.S.
Act or any state securities laws, and, furthermore, that the Shares must be held
indefinitely unless subsequently registered under the U.S. Act or an exemption
from such registration is available.

    


    


    3.2                      Legending
of the Shares.   The Subscriber also acknowledges and
understands that the certificates representing the Shares will be stamped with
the following legend (or substantially equivalent language) restricting transfer
in the following manner:

    


    


    “The
securities represented by this certificate have not been registered under the
United States Securities Act of 1933, as amended, or the laws of any state, and
have been issued pursuant to an exemption from registration pertaining to such
securities and pursuant to a representation by the security holder named hereon
that said securities have been acquired for purposes
of investment and not for purposes of distribution.  These securities
may not be offered, sold, transferred, pledged or hypothecated in the absence of
registration, or the availability of an exemption from such
registration.  Furthermore, no offer, sale, transfer, pledge or
hypothecation is to take place without the prior written approval of counsel to
the Company being affixed to this certificate.  The stock transfer
agent has been ordered to effectuate transfers of this certificate only in
accordance with the above instructions.”.


    
      
         


      

      
        Page 3 of
16

        
          

        

      

      
         


      

    

    
 

    The Subscriber hereby consents to the
Company making a notation on its records or giving instructions to any transfer
agent of the Shares in order to implement the restrictions on transfer set forth
and described hereinabove.

    


    


    3.3                      Disposition
under Rule 144.   The Subscriber also acknowledges and
understands that:

    


    


    
      	
               
      

            	
              (a)

            	
              the
      Shares are restricted securities within the meaning of Rule 144
      promulgated under the U.S. Act;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      exemption from registration under Rule 144 will not be available in any
      event for at least one year from the date of purchase and payment of the
      Shares by the Subscriber, and even then will not be available unless (i) a
      public trading market then exists for the Shares of the Company, (ii)
      adequate information concerning the Company is then available to the
      public and (iii) other terms and conditions of Rule 144 are complied with;
      and

            


    

    


    
      	
               
      

            	
              (c)

            	
              any
      sale of the Shares may be made by the Subscriber only in limited amounts
      in accordance with such terms and
conditions.

            


    

    


    


    3.4                      Further
restrictions on disposition.   The
Subscriber further acknowledges and understands that, without in anyway limiting
the acknowledgements and understandings as set forth hereinabove, the Subscriber
agrees that the Subscriber shall in no event make any disposition of all or any
portion of the Shares which the Subscriber is acquiring hereunder unless and
until:

    


    (a)           there
is then in effect a “Registration Statement” under
the U.S. Act covering such proposed disposition and such disposition is made in
accordance with said Registration Statement; or

    


    (b)           (i)
the Subscriber shall have notified the Company of the proposed disposition and
shall have furnished the Company with a detailed statement of the circumstances
surrounding the proposed disposition, (ii) the Subscriber shall have furnished
the Company with an opinion of the Subscriber’s own counsel to the effect that
such disposition will not require registration of any such Shares under the U.S.
Act and (iii) such opinion of the Subscriber’s counsel shall have been concurred
in by counsel for the Company and the Company shall have advised the Subscriber
of such concurrence.

    


    


    Article
4

    


    METHOD OF SUBSCRIPTION AND
ACCEPTANCE BY THE COMPANY

    



    
      
         


      

      
        Page 4 of
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    4.1                      Method
of subscription.   It
is hereby acknowledged and agreed by the parties hereto that any subscription
for Shares shall be made by the Subscriber:

    


    


    (a)           by
faxing to the Company, at (727) 375-8485, a completed copy of this Agreement
together with an executed copy of the signature page of this Agreement;
and

    


    (b)           by
delivering to the Company: to Dais-Analytic Corporation, 11552 Prosperous Drive,
Odessa, Florida 33556, an originally executed copy of this completed Agreement
together with payment for the exact Subscription Price for such Shares in the
following manner:

    


    (i)           by
delivery to the Company’s above address of a bank draft or cashier’s check for
the exact Subscription Price for the Shares; or

    


    (ii)           by
wire transfer to the Company of the exact Subscription Price for the Shares to
the following wiring instructions:

    


     

    
       

      
        	Bank
      Name:       	Wachovia
    Bank
	
                Bank
      Address:

              	
                5136
      Little Road, New Port Richey, FL 34655

              
	Account
      Name:    	Dais
      Analytic  Corporation
	Account
      Number:   	2000 66 186 169
      9
	ABA Routing
      No:  	063107513
	Swift
      #:    	PNBPUS33


      

       

    

    


    


    4.2                      Acceptance
of subscription or return of Subscription Price by the
Company.   The Subscriber acknowledges that the Company
will be accepting subscriptions for Shares on a first come, first serve,
basis.  As a consequence the Company, upon acceptance by its Board of
all or part of this subscription Agreement (the “Acceptance”), hereby agrees
to issue the accepted number of Shares, as fully paid and non-assessable, and as
consideration for the Subscriber’s subscription, and to refund any excess
subscription monies of the Subscription Price of any non-accepted portion of
this subscription Agreement by the Board.  In this regard the
Subscriber acknowledges that, although Shares may be issued to other purchasers
concurrently with the Company’s Acceptance of all or part of this subscription
Agreement, there may be other sales of Shares by the Company, some or all of
which may close before or after the Acceptance herein.  The Subscriber
further acknowledges that there is a risk that insufficient funds may be raised
by the Company upon the Company’s Acceptance of all or part of this subscription
Agreement to fund the Company’s objectives and that further closings may not
take place after Acceptance herein.

    


    


    4.3                      Delivery
of Share certificate.   Upon receipt by Company of the
Subscription Price and a properly executed subscription Agreement, acceptance by
Company of all or part of said subscription Agreement and all legal requirements
for the issuance of the stock being met, Subscriber is deemed to be the holder
or holders of record of the accepted number of Shares purchased under said
Agreement and, as soon as reasonably possible thereafter, Company agrees to
deliver to the Subscriber a certificate or certificates representing the
accepted number of Shares purchased by the Subscriber under this subscription
Agreement registered in the name of the Subscriber.

     


    
      
         


      

      
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    Article
5

    


    INVESTMENT SUBSCRIPTION
TERMS, CORPORATE DISCLOSURE AND GENERAL SUBSCRIBER ACKNOWLEDGEMENTS AND
WARRANTIES

    


    


    5.1                      Description
of the Shares.   The Company is issuing the Shares
hereunder at a price of Fifty-Five Cents (U.S. $.55) per Share.  The
Shares are a part of the common shares of the Company presently
authorized.  Copies of the corporate documents of the Company
describing the common shares and the rights of shareholders are available upon
request.

    


    


    5.2                      Use of
funds for the Shares and Release therefore.   The
Subscriber acknowledges and agrees that the Subscription Price funds to be
raised from the Shares are to be employed for the business of the Company in
accordance with management’s discretion as to the best use of the same for the
Company’s business plans.  The Company reserves the right at any time
to alter its business plans in accordance with management’s appreciation of the
market for the goods and services of the Company.  Without in any
manner limiting the generality of the foregoing, the Subscriber hereby
acknowledges and agrees that, in consideration, in part, of the Company’s within
Acceptance of this subscription and agreement to issue Shares of the Company
consequent thereon, the Subscriber hereby does hereby release, remise and
forever discharge each of the Company and its respective directors, officers,
employees, solicitors, agents, executors, administrators, successors and
assigns, of and from all manner of action and actions, causes of action, suits,
debts, dues, accounts, bonds, covenants, contracts, claims, damages and demands,
whether known or unknown, suspected or unsuspected and whether at law or in
equity, which against either of the Company and/or any of its respective
directors, officers, employees, solicitors, agents, executors, administrators,
successors and assigns, the Subscriber ever had, now has, or which any of the
Subscriber’s respective successors or assigns, or any of them hereafter can,
shall or may have by reason of any matter arising from the within use of funds
(collectively, the “Release”).  The
Subscriber shall hold harmless and indemnify the Company from and against, and
shall compensate and reimburse the same for, any loss, damage, claim, liability,
fee (including reasonable attorneys’ fees), demand, cost or expense (regardless
of whether or not such loss, damage, claim, liability, fee, demand, cost or
expense relates to a third-party claim) that is directly or indirectly suffered
or incurred by the Company, or to which the Company becomes subject, and that
arises directly or indirectly from, or relates directly or indirectly to, any
inaccuracy in or breach of any representation, warranty, covenant or obligation
of the Subscriber contained in this Release and Agreement.  This
Release is irrevocable and will not terminate under any
circumstances.

    


    


    5.3                      The
Subscriber’s acknowledgments.  The Subscriber acknowledges and
agrees that:

    


    
      	
               
      

            	
              (a)

            	
              Further
      financings:   the Company may issue further offers
      similar to the within which may bear higher or lower prices (as determined
      by the Company in accordance with its appreciation of market
      conditions).  The Company may, and will, acquire debt and/or
      equity financings in the future required or advisable in the course of the
      Company’s business development;

            


    


    
      
         


      

      
        Page 6 of
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              (b)

            	
              Withdrawal or
      revocation:   this Agreement is given for valuable
      consideration and shall not be withdrawn or revoked by the Subscriber once
      tendered to the Solicitors with the Subscription
  Price;

            


    

    


    
      	
               
      

            	
              (c)

            	
              Agreement to be
      bound:   the Subscriber hereby specifically agrees
      to be bound by the terms of this Agreement as to all particulars hereof
      and hereby reaffirms the acknowledgments, representations and powers as
      set forth in this Agreement;

            


    

    


    
      	
               
      

            	
              (d)

            	
              Reliance on
      Subscriber’s representations:   the Subscriber
      understands that the Company will rely on the acknowledgments,
      representations and covenants of the Subscriber contained herein in
      determining whether a sale of the Shares to the Subscriber is in
      compliance with applicable securities laws.  The Subscriber
      warrants that all acknowledgments, representations and covenants are true
      and accurate; and

            


    

    


    
      	
               
      

            	
              (e)

            	
              Waiver of pre-emptive
      rights:   the Subscriber hereby grants, conveys and
      vests unto the President of the Company, or unto such other nominee or
      nominees of the President of the Company as the President of the Company
      may determine from time to time, in the President’s sole and absolute
      discretion, as the Subscriber’s power of attorney solely for the purpose
      of waiving any prior or pre-emptive rights which the Subscriber may have
      to further issues of equity by the Company under applicable corporate and
      securities laws.

            


    

    


    5.4                      The
Subscriber’s representations, warranties and
understandings.   The Subscriber acknowledges, represents
and warrants to the Company and understands that:

    


    


    
      	
               
      

            	
              (a)

            	
              Experience:   the
      Subscriber has the requisite knowledge and experience in financial and
      business matters for properly evaluating the risks of an investment in the
      Company;

            


    

    


    
      	
               
      

            	
              (b)

            	
              Information:   the
      Subscriber has received all information regarding the Company reasonably
      requested by the Subscriber;

            


    

    


    
      	
               
      

            	
              (c)

            	
              Risk:   the
      Subscriber understands that an investment in the Company involves certain
      risks of which the Subscriber has taken full cognizance, and which risks
      the Subscriber fully understands;

            


    

    


    
      	
               
      

            	
              (d)

            	
              Adequacy of
      information:   the Subscriber has been given the
      opportunity to ask questions of, and to receive answers from, the Company
      concerning the terms and conditions of the offering and to obtain
      additional information necessary to verify the accuracy of the information
      contained in the information described in paragraph “(b)” hereinabove, or
      such other information as the Subscriber desired in order to evaluate an
      investment in the Company;

            


    

    


    
      	
               
      

            	
              (e)

            	
              Residency:   the
      residence of the Subscriber as set forth herein below is the true and
      correct residence of the Subscriber and the Subscriber has no present
      intention of becoming a resident or domiciliary of any other State or
      jurisdiction;

            


    


    
      
         


      

      
        Page 7 of
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              (f)

            	
              Independent
      investigation:   in making a decision to invest in
      the Company the Subscriber has relied solely upon independent
      investigations made by the Subscriber, and the particular tax consequences
      arising from an investment in the Company will depend upon the
      Subscriber’s individual
circumstances;

            


    

     

    
      	
               
      

            	
              (g)

            	
              Principal:   the
      Subscriber is purchasing the Shares as principal for the Subscriber’s own
      account and not for the benefit of any other person, except as otherwise
      stated herein, and not with a view to the resale or distribution of all or
      any of the Shares;

            


    

    


    
      	
               
      

            	
              (h)

            	
              Decision to
      purchase:   the decision of the Subscriber to enter
      into this Agreement and to purchase Shares pursuant hereto has been based
      only on the representations of this Agreement and any collateral business
      plan or offering memorandum provided herewith.  It is not made
      on other information relating to the Company and not upon any oral
      representation as to fact or otherwise made by or on behalf of the Company
      or any other person.  The Subscriber agrees that the Company
      assumes no responsibility or liability of any nature whatsoever for the
      accuracy, adequacy or completeness of any business plan information which
      has been created based upon the Company’s management
      experience.  In particular, and without limiting the generality
      of the foregoing, the decision to subscribe for Shares has not been
      influenced by:

            


    

    


    
      	
               
      

            	
              (i)

            	
              newspaper,
      magazine or other media articles or reports related to the Company or its
      business;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              promotional
      literature or other materials used by the Company for sales or marketing
      purposes; or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              any
      representations, oral or otherwise, that the Company will become a listed
      company, that any of the Shares will be repurchased or have any guaranteed
      future realizable value or that there is any certainty as to the success
      of the Company or the liquidity or value of any of the
    Shares;

            


    

    


    
      	
               
      

            	
              (i)

            	
              Advertisements:   the
      Subscriber acknowledges that the Subscriber has not purchased Shares as a
      result of any general solicitation or general advertising, including
      advertisements, articles, notices or other communications published in any
      newspaper, magazine or similar media or broadcast over radio or
      television, or any seminar or meeting whose attendees have been invited by
      general solicitation or general
advertising;

            


    

    


    
      	
               
      

            	
              (j)

            	
              Information not
      received:   the Subscriber has not received, nor has
      the Subscriber requested, nor does the Subscriber have any need to
      receive, any offering memorandum or any other document (other than
      financial statements or any other document the content of which is
      prescribed by statute or regulation) describing the business and affairs
      of the Company which has been prepared for delivery to, and review by,
      prospective purchasers in order to assist them in making an investment
      decision in respect of the Shares, and the Subscriber has not become aware
      of any advertisement in printed media of general and regular paid
      circulation, radio
      or television with respect to the distribution of the
      Shares;

            


    


    
      
         


      

      
        Page 8 of
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              (k)

            	
              Information
      received:   the Subscriber has had access to such
      additional information, if any, concerning the Company as the Subscriber
      has considered necessary in connection with the Subscriber’s investment
      decision to acquire the Shares;

            


    

    


    
      	
               
      

            	
              (l)

            	
              Satisfaction with
      information received:   the Subscriber acknowledges
      that, to the Subscriber’s
satisfaction:

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      Subscriber has either had access to or has been furnished with sufficient
      information regarding the Company and the terms of this investment
      transaction to the Subscriber’s
satisfaction;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      Subscriber has been provided the opportunity to ask questions concerning
      this investment transaction and the terms and conditions thereof and all
      such questions have been answered to the Subscriber’s satisfaction;
      and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              the
      Subscriber has been given ready access to and an opportunity to review any
      information, oral or written, that the Subscriber has requested, in
      particular to any offering memorandum or business plan of the Company, if
      available concurrent with or as a part of this
  Agreement;

            


    

    


    
      	
               
      

            	
              (m)

            	
              Reliance of
      representative:   the Subscriber, by reason of the
      Subscriber’s knowledge and experience in financial and business matters,
      is capable of evaluating the risks and merits of an investment in the
      Shares or, if the Subscriber is relying upon the investment advice of a
      representative who has advised the undersigned in connection with this
      investment (the “Representative”), the
      undersigned believes the Representative to be sophisticated and competent
      in the area of investment advice and analysis and therefore capable of
      evaluating the risks and merits of an investment in the
      Shares;

            


    

    


    
      	
               
      

            	
              (n)

            	
              Economic
      risk:   the Subscriber has such knowledge and
      experience in financial and business affairs as to be capable of
      evaluating the merits and risks of the Subscriber’s investment in and to
      any of the Shares, and the Subscriber is able to bear the economic risk of
      a total loss of the Subscriber’s investment in and to any of the
      Shares;

            


    

    


    
      	
               
      

            	
              (o)

            	
              Speculative
      investment:   the Subscriber understands that an
      investment in any of the Shares is a speculative investment and that there
      is no guarantee of success of the Company’s management’s
      plans.  Management’s plans are an effort to apply present
      knowledge and experience to project a future course of action which is
      hoped will result in financial success employing the Company’s assets and
      with the present level of management’s skills and of those whom the
      Company will need to attract (which cannot be
      assured).  Additionally, all plans are capable of being
      frustrated by new or unrecognized or unappreciated present or future
      circumstances which can typically not be accurately, or at all,
      predicted;

            


    

    


    
      	
               
      

            	
              (p)

            	
              Address:   the
      Subscriber is resident as set out on the last page of this Agreement as
      the “Subscriber’s Address”, and the address as set forth on the
      last page of this Agreement is the true and correct address of the
      Subscriber;

            


    


    
      
         


      

      
        Page 9 of
16

        
          

        

      

      
         


      

    


    
    

    


    
      	
               
      

            	
              (q)

            	
              Risk and resale
      restriction:   the Subscriber is aware of the risks
      and other characteristics of the Shares and of the fact that the
      Subscriber will not be able to resell the Shares except in accordance with
      the applicable securities legislation and regulatory
    policy;

            


    

    


    
      	
               
      

            	
              (r)

            	
              Representations as to
      resale:   no person has made to the Subscriber any
      written or oral representations:

            


    

    


    


    
      	
               
      

            	
              (i)

            	
              that
      any person will resell or repurchase any of the
  Shares;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              that
      any person will refund the purchase of any of the
  Shares;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              as
      to the future price or value of any of the Shares;
  or

            


    

    


    
      	
               
      

            	
              (iv)

            	
              that
      any of the Shares will be listed and posted for trading on any stock
      exchange, over-the-counter or bulletin board market, or that application
      has been made to list and post any of the Shares for trading on any stock
      exchange, over-the-counter or bulletin board market;
  and

            


    

    


    
      	
               
      

            	
              the
      Subscriber will not resell the Shares except in accordance with the
      provisions of applicable securities legislation and stock exchange,
      over-the-counter and/or bulletin board market
  rules;

            


    

    


    
      	
               
      

            	
              (s)

            	
              Reports and
      undertakings:   if required by applicable securities
      legislation, policy or order or by any securities commission, stock
      exchange or other regulatory authority, the Subscriber will execute and
      otherwise assist the Company in filing such reports, undertakings and
      other documents as may be reasonably required with respect to the issue of
      the Shares;

            


    

     

    
      	
            	
              (t)

            	
              Resale
      restrictions:   the Subscriber has been
      independently advised as to the applicable hold period imposed in respect
      of the Shares by securities legislation in the jurisdiction in which the
      Subscriber’s resides and confirms that no representation has been made
      respecting the applicable hold periods for the Shares and is aware of the
      risks and other characteristics of the Shares and of the fact that the
      Subscriber may not be able to resell the Shares except in accordance with
      the applicable securities legislation and regulatory policy.  In
      this regard the Subscriber agrees that if the Subscriber decides to offer,
      sell or otherwise transfer any of the Shares the Subscriber will not
      offer, sell or otherwise transfer any of such Shares, directly or
      indirectly, unless:

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      sale is to the Company; or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      sale is made outside the United States in compliance with the requirements
      of Rule 904 of Regulation S under the U.S. Act and in compliance with
      applicable state securities laws;
or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              the
      sale is made pursuant to an exemption from registration under the U.S. Act
      provided by Rule 144 thereunder and as set forth in Article “3”
      hereinabove, if applicable, and in compliance with applicable
      state securities laws;
or

            


    


    
      
         


      

      
        Page 10
of 16

        
          

        

      

      
         


      

    


    
    

    


    
      	
               
      

            	
              (iv)

            	
              with
      the prior written consent of the Company, the sale is made pursuant to
      another applicable exemption from registration under the U.S. Act and in
      compliance with applicable state securities
  laws;

            


    

    


    


    
      	
               
      

            	
              (u)

            	
              No prospectus
      filing:   the Subscriber acknowledges that this is
      an offering made on a private basis without a prospectus and that no
      federal, state, provincial or other agency has made any finding or
      determination as to the merits of the investment nor made any
      recommendation or endorsement of the Shares, and
  that:

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      Subscriber may be or is restricted from using most of the civil remedies
      available under applicable securities legislation;
  and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      Company is relieved from certain obligations that would otherwise apply
      under applicable securities
legislation;

            


    

    


    
      	
               
      

            	
              (v)

            	
              Confidentiality:   the
      Subscriber understands that the Company’s business plan and this Agreement
      are confidential.  Furthermore, the Subscriber has not
      distributed such, or divulged the contents thereof, to anyone other than
      such legal or financial advisors as the Subscriber has deemed desirable
      for purposes of evaluating an investment in the Shares, and the Subscriber
      has not made any copies thereof except for the Subscriber’s own
      records;

            


    

    


    
      	
               
      

            	
              (w)

            	
              Age of
      majority:   the Subscriber, if an individual, has
      attained the age of majority and is legally competent to execute this
      Agreement and to take all actions required pursuant
  hereto;

            


    

    


    
      	
               
      

            	
              (x)

            	
              Authorization and
      formation of Subscriber:   the Subscriber, if a
      corporation, partnership, trust or other form of business entity, is
      authorized and otherwise duly qualified to purchase and hold the Shares,
      and such entity has not been formed for the specific purpose of acquiring
      Shares in this issue.  If the Subscriber is one of the
      aforementioned entities it hereby agrees that, upon request of the
      Company, it will supply the Company with any additional written
      information that may be requested by the Company.  In addition,
      the entering into of this Agreement and the transactions contemplated
      hereby will not result in the violation of any of the terms of and
      provisions of any law applicable to, or the corporate documents, if a
      corporation, of, the Subscriber or of any agreement, written or oral, to
      which the Subscriber may be a party or by which the Subscriber may be
      bound;

            


    

    


    
      	
               
      

            	
              (y)

            	
              Legal
      obligation:   this Agreement has been duly and
      validly authorized, executed and delivered by and constitutes a legal,
      valid, binding and enforceable obligation of the
    Subscriber;

            


    

    


    
      	
               
      

            	
              (z)

            	
              Legal and tax
      consequences.   the Subscriber acknowledges that an
      investment in the securities of the Company may have tax consequences to
      the Subscriber under applicable law, which the Subscriber is solely
      responsible for determining, and the Subscriber also acknowledges and
      agrees that the Subscriber is responsible for obtaining its own legal and
      tax advice;

            


    


    
      
         


      

      
        Page 11
of 16

        
          

        

      

      
         


      

    


    
    

    


    
      	
               
      

            	
              (aa)

            	
              Compliance with
      applicable laws:   The Subscriber knows of no reason
      (and is sufficiently knowledgeable to determine the same or has sought
      legal advice) why the delivery of this Agreement, the acceptance of it by
      the Company and the issuance of the Shares to the Subscriber will not
      comply with all applicable laws of the Subscriber’s jurisdiction of
      residence or domicile, and all other applicable laws, and the Subscriber
      has no reason to believe that the Subscriber’s subscription hereby will
      cause the Company to become subject to or required to comply with any
      disclosure, prospectus or reporting requirements or to be subject to any
      civil or regulatory review or proceeding.  In addition, the
      Subscriber will comply with all applicable securities laws and will assist
      the Company in all reasonable manner to comply with all applicable
      securities laws; and

            


    

    


    
      	
               
      

            	
              (ab)

            	
              Encumbrance or
      transfer of Shares:   the Subscriber will not sell,
      assign, gift, pledge or encumber in any manner whatsoever any of the
      Shares herein subscribed for without the prior written consent of the
      Company and in accordance with applicable securities
      legislation.

            


    

    


    


    5.5                      Reliance
on Subscriber’s representations and warranties and
indemnification.   The Subscriber understands that the
Company will rely on the representations and warranties of the Subscriber herein
in determining whether a sale of the Shares to the Subscriber is in compliance
with federal and applicable state and provincial securities laws.  The
Subscriber hereby agrees to indemnify the Company and its affiliates and hold
the Company and its affiliates harmless from and against any and all liability,
damage, cost or expense (including reasonable attorney’s fees) incurred on
account of or arising out of: (i) any inaccuracy in the Subscriber’s
acknowledgements, representations or warranties set forth in this Agreement;
(ii) the disposition of any of the Shares which the Subscriber will receive,
contrary to the Subscriber’s acknowledgements, representations or warranties in
this Agreement or otherwise; (iii) any suit or proceeding based upon the claim
that such acknowledgments, representations or warranties were inaccurate or
misleading or otherwise cause for obtaining damages or redress from the Company
or its affiliates; and (iv) the Subscriber’s failure to fulfill any or all of
the Subscriber’s obligations herein.

    


    5.6                      Change in
Subscriber’s representations and warranties.   All of the
information set forth hereinabove with respect to the Subscriber and including,
without limitation, the acknowledgements, representations and warranties set
forth hereinabove, is correct and complete as of the date hereof and, if there
should be any material change in such information prior to the acceptance of
this subscription by the Company, the Subscriber will immediately furnish the
revised or corrected information to the Company.

    


    


    


    Article
6

    


    COMPANY REPRESENTATIONS AND
WARRANTIES

    


    


    6.1                      Representations
and warranties of the Company.   The Company acknowledges,
represents and warrants to and with the Subscriber that:


    
      
         


      

      
        Page 12
of 16

        
          

        

      

      
         


      

    


    (a)           Standing:   the
Company is a valid and subsisting corporation duly incorporated and in good
standing under the laws of the jurisdiction in which it is incorporated,
continued or amalgamated;

    


    
      	
               
      

            	
              (b)

            	
              Business:   the
      Company is duly registered and licensed to carry on business in the
      jurisdictions in which it carries on business or owns property where so
      required by the laws of that
jurisdiction;

            


    

    


    
      	
               
      

            	
              (c)

            	
              Reservation of
      Shares:   the Company will reserve or set aside
      sufficient shares in its treasury to issue to the Subscriber the Shares if
      the Company accepts all or any part of the within
      subscription;

            


    

    


    
      	
               
      

            	
              (d)

            	
              Subscription
      materials:   this subscription Agreement and all
      other written or oral representations made by the Company to the
      Subscriber in connection with the within subscription for Shares are and
      will be accurate in all material respects and do not and will not omit any
      fact, the omission of which does or will make such representations
      misleading or incorrect;

            


    

    


    
      	
               
      

            	
              (e)

            	
              Compliance with
      securities legislation:   the Company has complied
      and will comply fully with the requirements of all applicable corporate
      and securities laws and administrative policies and directions in relation
      to the issue and trading of its securities and in all matters relating to
      the within subscription;

            


    

    


    
      	
               
      

            	
              (f)

            	
              Compliance with
      corporate materials:   the issue and sale of the
      Shares by the Company does not and will not conflict with, and does not
      and will not result in a breach of, any of the terms of the Company’s
      incorporating documents or any agreement or instrument to which the
      Company is a party;

            


    

    


    
      	
               
      

            	
              (g)

            	
              Corporate
      authority:   this Agreement has been or will be,
      when accepted, duly authorized by all necessary corporate action on the
      part of the Company, and the Company has full corporate power and
      authority to undertake the within subscription for Shares;
    and

            


    

    


    
      	
               
      

            	
              (h)

            	
              Restrictions on
      Shares:   no order ceasing, halting or suspending
      trading in securities of the Company or prohibiting the sale of such
      securities has been issued to and is outstanding against the Company or
      any of its directors, officers or promoters or against any other companies
      that have common directors, officers or promoters, and no investigations
      or proceedings for such purposes are pending or
  threatened.

            


    

    


    


    6.2                      Reliance
on Company’s representations and warranties.   The
Subscriber acknowledges that no information or representation concerning the
Company has been provided to the Subscriber other than those contained in this
Agreement, and that the Subscriber is relying entirely upon this
Agreement.  Any other information given or statement made is given or
made without liability or responsibility howsoever arising on the part of the
Company.  No person acting as agent of the Company has any authority
to make or give any representation or warranty whatsoever in relation to the
Company or the Shares.  Any such information given or statement made
is given or made without liability or responsibility howsoever arising on the
part of the Company, and the Subscriber hereby releases the Company from any
claims that may arise in respect thereof.


    
      
         


      

      
        Page 13
of 16

        
          

        

      

      
         


      

    


    


    Article
7

    


    GENERAL
PROVISIONS

    


    


    7.1                      Address
for delivery.   Each notice, demand or other communication
required or permitted to be given under this Agreement shall be in writing and
shall be sent by delivery (electronic or otherwise) or prepaid registered mail
deposited in a post office in Canada addressed to the Subscriber or the Company
at the address specified in this Agreement.  The date of receipt of
such notice, demand or other communication shall be the date of delivery thereof
if delivered, or, if given by registered mail as aforesaid, shall be deemed
conclusively to be the fifth day after the same shall have been so mailed,
except in the case of interruption of postal services for any reason whatsoever,
in which case the date of receipt shall be the date on which the notice, demand
or other communication is actually received by the addressee.  Either
party may at any time and from time to time notify the other party in writing of
a change of address and the new address to which notice shall be given to it
thereafter until further change.

    


    


    7.2                      Severability
and construction.  Each Article, section, sub-section,
paragraph, sub-paragraph, term and provision of this Agreement, and any portion
thereof, shall be considered severable, and if, for any reason, any portion of
this Agreement is determined to be invalid, contrary to or in conflict with any
applicable present or future law, rule or regulation, that ruling shall not
impair the operation of, or have any other effect upon, such other portions of
this Agreement as may remain otherwise intelligible (all of which shall remain
binding on the parties and continue to be given full force and agreement as of
the date upon which the ruling becomes final).

    


    


    7.3                      Time of
the essence.   Time is of the essence of this
Agreement.

    


    


    7.4                      Governing
law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada, U.S.A., and the laws of the
United States applicable therein.  Any dispute regarding matters as
between the Subscriber and the Company, whether as a subscriber or shareholder
and whether arising under this Agreement or pursuant to shareholder rights
pursuant to the corporate documents of the Company or applicable law, shall be
adjudicated in the Courts of the State of Nevada, U.S.A. unless the Company
shall permit otherwise.

    


    


    7.5                      Survival
of representations and warranties.   The covenants,
representations and warranties contained herein shall survive the closing of the
transactions contemplated hereby.

    


    


    7.6                      Counterparts.   This
Agreement may be signed by the parties hereto in as many counterparts as may be
necessary, each of which so signed shall be deemed to be an original, and such
counterparts together shall constitute one and the same instrument and
notwithstanding the date of execution will be deemed to bear the execution date
as set forth in this Agreement.  This Agreement may also be executed
and exchanged by facsimile and such facsimile copies shall be valid and
enforceable agreements.


    
      
         


      

      
        Page 14
of 16

        
          

        

      

      
         


      

    


    


    7.7                      Entire
Agreement and amendments.   This Agreement constitutes the
only agreement between the parties with respect to the subject matter hereof and
shall supersede any and all prior negotiations and
understandings.  There are no collateral agreements or understandings
hereto and this Agreement, and the documents contemplated herein, constitutes
the totality of the parties’ agreement.  This Agreement may be amended
or modified in any respect by written instrument only.

    


    


    7.8                      Successors
and assigns.   The terms and provisions of this Agreement
shall be binding upon and enure to the benefit of the Subscriber, the Company
and their respective successors and lawfully permitted assigns; provided that,
except as herein provided, this Agreement shall not be assignable by any party
without the written consent of the other.  The benefit and obligations
of this Agreement, insofar as they extend to or affect the Subscriber, shall
pass with any assignment or transfer of any of the Shares in accordance with the
terms of this Agreement.

    


    


    7.9                      Effective
date.  This Agreement shall take effect upon the date of
acceptance by the Company.

    


    


    


    


    


    


    


    


    BALANCE
OF PAGE INTENTIONALLY LEFT BLANK

     

     

    
      
        
        

      

      
        Page 15
of 16

        
          

        

      

      
        
        

      

    

    


    IN
WITNESS WHEREOF the Parties hereto have hereunto set their respective
hands and seals in the presence of their duly authorized signatories effective
as at the date first above written.

    Subscription
by Subscriber:

    


    


    Dated
at __________, __________, on this _____ day of __________, 2007.

    


    


     

    
    

     

    
      	 	 	 
	 Name
      of Subscriber - please print	 	 
	 	 	
              Subscriber’s
      Address

            
	 	 	 
	 By:   	 	 
	 Official Capacity or Title - please
      print	 	 
	 	 	 
	 	 	 
	 Authorized
      Signature                                                                                                  	 	Telephone Number
	 	 	 
	 	 	 
	
              Please
      print name of individual whose

            	 	  Facsimile
      Number
	signature
      appears above if different than	 	 
	
              the
      name of the Subscriber printed above

            	 	 


    

     

    
 

    Acceptance
by the Company:

     

     

    DAIS
ANALYTIC CORPORATION. hereby accepts the above subscription by the
Subscriber on this _____ day of ___________, 2007.

     

     

     

    
      	The CORPORATE SEAL
      of                                               	 )	 
	DAIS
      ANALYTIC  CORPORATION., 	 )	 
	The Company
      herein,    	 )	 
	was hereunto affixed
      in the presence of:  	 )	      
      (C/S)
	 	 )	 
	Authorized
      Signatory  	 )	 


    

     

    


     

    


    Page 16 of
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